Report of the Directors
Results and dividends The Group’s statutory profit before taxation for the year ended 30 June 2025 was £17,519,000 (2024 restated: £24,615,000) and the statutory profit after taxation was £11,630,000 (2024 restated: £20,379,000). The Directors recommend a final dividend of 51.0p (2024: 49.0p) per share subject to approval by the shareholders at the AGM on 28 October 2025. Once approved, this will be paid on 4 November 2025 to shareholders on the Company’s register at close of business on 19 September 2025. An interim dividend of 30.0p (2024: 29.0p) per share was paid on 14 April 2025. This results in total dividends for the year ended 30 June 2025 of 81.0p (2024: 78.0p) per share, representing a total estimated dividend payment to shareholders of £7.9m (2024: £7.9m). Share capital At the 2024 AGM, pursuant to section 551 of the Companies Act 2006, shareholders approved a resolution giving the Board authority to allot 5,549,160 shares (being just less than one third of the issued share capital at 12 September 2024). Details of the Company’s authorised and issued share capital, and movements thereof, are set out in note 30 of the Consolidated financial statements. The Company has no preference shares in issue and has one class of ordinary shares, which carry no right to fixed income. There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights.
Purchase of own shares At the 2024 AGM, shareholders approved a resolution granting the Board the authority to buy back up to a maximum number of 823,747 of the Company’s shares. On 28 January 2025 the Company announced a share buyback programme of up to £10 million, completing in September 2025. As at 1 September 2025 the buyback has resulted in the repurchase in aggregate of 538,000 of the Company’s shares at a total cost of £ 8,148,000. All of these shares were cancelled. Directors and their interests The Directors of the Company, who were in office during the year and up to the date of signing the financial statements, are listed below, together with their beneficial interests in the share capital of the Company. Details of share options held by the Directors at the beginning and end of the year can be found in the Remuneration Committee report on pages 86 to 90.
The Directors present herewith their Annual Report, together with the audited financial statements of the Group for the year ended 30 June 2025. Principal activities and business review Brooks Macdonald specialises in providing investment management services in the UK. The Company is a public limited company whose shares are traded on Main Market of the London Stock Exchange. A review of the business, together with its strategic outlook and future developments is set out in the Strategic Report on pages 7 to 57, (Financial Conduct Authority’s Disclosure Guidance and Transparency Rule (“DTR”) rule 4.1.5R) The Governance report, including the Audit, Risk and Compliance, Nomination and Remuneration Committee reports begins on page 59 (DTR rule 7.2.1R). The Statement of Directors’ responsibilities (DTR rule 4.1.5R is on page 108. These are incorporated by reference in this Report. Section 172, employee and other stakeholder engagement When making decisions and setting the Company’s strategy, the Directors of Brooks Macdonald consider the long-term interests of the Group. In doing so, they weigh the competing interests of the Company’s stakeholders and the effect their decisions may have on these stakeholders. Further information on how the Company considers the interests of its stakeholders can be found on pages 32 to 34 and more details of how the Company seeks to limit its impact on the environment are provided in the Responsible business section starting on page 35.
2025
Number of shares
2024
Chair Maarten Slendebroek
1,375
–
Executive Directors Andrew Shepherd 1 Andrea Montague
N/A
39,733
8,000 4,455
–
Katherine Jones 2
N/A
Non-Executive Directors John Linwood
300 840
300 840
Dagmar Kershaw Robert Burgess James Rawlingson
3,044
3,044
500
500
1 Andrew Shepherd resigned as a Director on 30 September 2024. 2 Katherine Jones was appointed as a Director on 14 November 2024. Employee share plans
Details of employee share plans are outlined in note 32 to the Consolidated financial statements. Our Employee SAYE scheme is administered by Computershare. Our share-based long-term incentive plans are administered by Investec. Employee Benefit Trust In 2010, the Group established an Employee Benefit Trust (“EBT”) to acquire shares in the Company to satisfy awards made under the Group’s share-based incentive schemes. JTC Employer Solutions Trustee Limited acts as the trustee of the EBT. During the year, the EBT purchased 141,070 shares and sold or transferred out 125,634 shares.
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Brooks Macdonald Group plc Annual Report and Accounts 2025
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